SCHEDULE 9 FORM OF IRREVOCABLE POWER OF ATTORNEY............................. 160

SCHEDULE 10 FORM OF COPA HOLDINGS GUARANTEE................................... 1

SCHEDULE 11 AIRWORTHINESS DIRECTIVE COST SHARING FORMULA...................... 13

SCHEDULE 12 FORM of WARRANTY ASSIGNMENT....................................... 14~~


 iv



THIS AIRCRAFT LEASE AGREEMENT (this "Agreement") is made as of the 23rd day of
December, 2004 between:

(1) WELLS FARGO BANK NORTHWEST, N.A., a national banking association formed
 under the federal laws of the United States of America, with its
 principal place of business at 299 South Main Street, Salt Lake City,
 Utah 84111, not in its individual capacity (except when referred to as
 "WFB"), but solely as trustee under the Trust Agreement (as defined
 below) (the "Lessor"); and

(2) COMPANIA PANAMENA DE AVIACION, S.A., a corporation formed under the
 laws of the Republic of Panama with its principal place of business at
 Avenida Justo Arosemena y Calle 39, Apartado 1572, Panama 1, Republic
 of Panama ("Lessee").

 WHEREAS: Lessor wishes to lease to Lessee and Lessee is willing to
 lease from Lessor the Aircraft on the terms of this Agreement.

 IT IS AGREED as follows:

1. INTERPRETATION

1.1 DEFINITIONS

 In this Agreement the following expressions have the meanings set out
opposite:

AAC the Autoridad de Aeronautica Civil or any
 successor agency charged with supervising
 civil aviation in the Republic of Panama.

ACCEPTANCE CERTIFICATE a certificate of the Lessor substantially in
 the form set out in Schedule 2.